Surviving Intercompany Agreements definition

Surviving Intercompany Agreements has the meaning set forth in Section 2.4(b).
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Surviving Intercompany Agreements means any Intercompany Agreements other than this Agreement, the Transaction Agreements and the Terminated Intercompany Agreements.
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Surviving Intercompany Agreements has the meaning set forth in Section 5(o)(ii).
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Examples of Surviving Intercompany Agreements in a sentence

  • The EDR Parties hereby covenant and agree that, other than claims under this Agreement, Surviving Intercompany Agreements, or any Ancillary Agreement, it shall not, and it shall cause the other EDR Releasing Parties not to, institute any Action in any way under, in connection with or in any manner related to the EDR Waived Matters (whether at law or in equity or based on contract, tort, statute or otherwise) against any of the TKO Parties or their Affiliates.

  • If any Intercompany Obligations (other than Intercomapny Obligations arising under Surviving Intercompany Agreements) are not settled prior to the Closing (such obligations, the “Unsettled Intercompany Obligations”), the Targets and Sellers will settle such Unsettled Intercompany Obligations as soon as reasonably practicable after Closing.

  • The Surviving Intercompany Agreements were entered into on arms-length terms in the Ordinary Course of Business.

  • Immediately prior to placing of the bituminous mixture, the surface shall receive a tack coat of bituminous material of the type and grade approved by the Engineer.

  • Sellers shall, and shall cause their Affiliates to, take such actions as may be necessary to terminate or commute, prior to or concurrently with the Closing, all Intercompany Agreements such that, following the Closing, the Transferred Companies shall not have any further Liability under such Intercompany Agreements; provided, however, that this Section 5.7(a) shall not apply to the Surviving Intercompany Agreements.


More Definitions of Surviving Intercompany Agreements

Surviving Intercompany Agreements has the meaning specified in Section 8.11(g).
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Surviving Intercompany Agreements means the Intercompany Agreements marked as those that will survive Closing on Schedule 2.
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Surviving Intercompany Agreements as defined in Section 5.2.
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Related to Surviving Intercompany Agreements

  • Intercompany Agreements has the meaning set forth in Section 2.03(a).

  • Intercompany Agreement means the agreement regarding the treatment of certain existing intercompany balances entered into on June 11, 2020 by and among ODBINV S.A. - Em Recuperação Judicial, Odebrecht S.A. - Em Recuperação Judicial and Odebrecht Engenharia e Construção S.A., as generally described and summarized in “The Restructuring – Treatment of Intercompany Claims” of the Consent Solicitation Statement.

  • Company Agreements has the meaning specified in Section 5.15.

  • Company Agreement means any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any Company Subsidiary is a party or by which any of them or any of their properties or assets may be bound.

  • Operating Agreement means this Operating Agreement as originally executed and as amended from time to time.

  • Acquisition Agreements has the meaning specified in the Recitals.

  • Tax Sharing Agreements means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.

  • Intercompany Interests means an Interest in a Debtor held by another Debtor and, for the avoidance of doubt, excludes the Existing Equity Interests.

  • Pledged Operating Agreements means all of each Grantor’s rights, powers, and remedies under the limited liability company operating agreements of each of the Pledged Companies that are limited liability companies.

  • Permitted Intercompany Investments means Investments made by (a) a Loan Party to or in another Loan Party, (b) a Subsidiary that is not a Loan Party to or in another Subsidiary that is not a Loan Party, (c) a Subsidiary that is not a Loan Party to or in a Loan Party, so long as, in the case of a loan or advance, the parties thereto are party to the Intercompany Subordination Agreement, and (d) a Loan Party to or in a Subsidiary that is not a Loan Party so long as (i) the aggregate amount of all such Investments made by the Loan Parties to or in Subsidiaries that are not Loan Parties does not exceed $1,000,000 at any time outstanding, (ii) no Default or Event of Default has occurred and is continuing either before or after giving effect to such Investment, and (iii) the Borrowers have Excess Availability plus Qualified Cash of not less than $10,000,000 after giving effect to such Investment.

  • Partnership Agreements means, collectively, all of the Partnership Agreements.

  • Pledged Partnership Agreements means all of each Grantor’s rights, powers, and remedies under the partnership agreements of each of the Pledged Companies that are partnerships.

  • Intercompany Loan Agreement has the meaning set forth in the Purchase and Sale Agreement.

  • Permitted Intercompany Activities means any transactions between or among the Borrower and its Restricted Subsidiaries that are entered into in the ordinary course of business of the Borrower and its Restricted Subsidiaries and, in the good faith judgment of the Borrower are necessary or advisable in connection with the ownership or operation of the business of the Borrower and its Restricted Subsidiaries, including, but not limited to, (i) payroll, cash management, purchasing, insurance and hedging arrangements and (ii) management, technology and licensing arrangements.

  • Existing Agreements has the meaning as set forth in Section 3.2 hereof.

  • Lock-Up Agreements means the lock-up agreements that are delivered on the date hereof by each of the Company’s officers and directors, in the form of Exhibit A attached hereto.

  • Tax Receivable Agreements means this Agreement and any Post-IPO TRA.

  • Investment Agreements has the meaning set forth in the Recitals.

  • Company Operating Agreement means the Second Amended and Restated Operating Agreement of the Company, dated as of January 25, 2019, as amended or supplemented from time to time.

  • Contribution Agreement means that certain Contribution and Conveyance Agreement, dated as of the Closing Date, among the General Partner, the Partnership, the Operating Partnership and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

  • Holdings Pledge Agreement means the Pledge Agreement of even date herewith executed by Holdings in favor of Agent, on behalf of itself and Lenders, pledging all Stock of Borrower.

  • Exchange Agreements means the GSK Exchange Agreement, the Pfizer Exchange Agreement and the SLP Exchange Agreement;

  • Acquisition Subsidiary has the meaning specified in Section 7.14.

  • Contribution Agreements has the meaning set forth in the Recitals.

  • Sharing Agreement means a local marketing, joint sales, shared services or similar Contract.

  • Original Financing Agreement means the development credit agreement for a Social Investment Program Project between the Recipient and the Association, dated April 7, 2003, as amended to the date of this Agreement (Credit No. 3740-BD).